**EXHIBIT 3.ii**
**SECOND RESTATED AND AMENDED**
**BYLAWS**
**OF**
**SBS TECHNOLOGIES, INC.**
**ARTICLE I**
**SHAREHOLDERS**
     A. **ANNUAL MEETING**. The annual meeting of the shareholders will be heldduring the month of November of each year at a time and place fixed by theBoard of Directors for the purpose of electing Directors and for thetransaction of any other business as may come before the meeting. If no placeis designated for the meeting it will be held at the registered office of theCorporation. If the day fixed for the annual meeting is a legal holiday, themeeting will be held on the next succeeding business day.
     B. **SPECIAL MEETING**. Special meetings of the shareholders may be called bythe Chief Executive Officer, the Chairman of the Board, the Board of Directorsor by the holders of not less than one-half of all the shares entitled to voteat the meeting.
     C. **NOTICE OF SHAREHOLDERS’ MEETINGS**. Written notice of all shareholders’meetings stating the time and the place, and the purpose of the meetings, willbe given by the Chief Executive Officer, President or a Vice President or theSecretary or an Assistant Secretary or by the officer or persons calling themeeting either personally, by telegram or similar data transmission system orby mail or expedited delivery service, not less than ten nor more than fiftydays before the date of the meeting, to each shareholder of record entitled tovote at the meeting at the address as it appears on the stock transfer books ofthe Corporation, unless the shareholder has filed with the Secretary of theCorporation a written request that notice intended for the shareholder bemailed to some other address. Notice will be deemed to be delivered whendeposited, postage prepaid, in the United States mail or when delivered,charges prepaid, to the expedited delivery service or when delivered, chargesprepaid, to the telegraph company or similar data transmission company.Attendance of a shareholder in person or by proxy at a meeting constitutes awaiver of notice of the meeting, except where a shareholder attends a meetingfor the express purpose of objecting to the transaction of any business becausethe meeting is not lawfully called or convened.
     D. **QUORUM OF SHAREHOLDERS**. At any meeting of the shareholders, a majorityof shares entitled to vote, represented in person or by proxy, will constitutea quorum. A quorum once attained at a meeting will continue until adjournmentnotwithstanding the withdrawal of enough shares to leave less than a quorum.When a quorum is present at any meeting, a majority of the shares representedat the meeting and entitled to vote on a matter will decide any questionbrought before the meeting, unless the vote of a greater number or class votingis required by law or the Articles of Incorporation.
     E. **CLOSING TRANSFER BOOKS**. For the purpose of determining stockholdersentitled to notice of, or to vote at, any meeting of stockholders or anyadjournment thereof, or entitled to receive payment of any dividend, or inorder to make a determination of stockholders for any other proper
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purpose, theBoard of Directors of the Corporation may provide that the stock transfer bookswill be closed for not fewer than ten or more than fifty days before thestockholders meeting or payment of the dividend. In lieu of closing the stocktransfer books, the Board of Directors may fix in advance a date as the recorddate for any such determination of stockholders, which may not be less than tendays or more than fifty days before the meeting of stockholders or the payment of thedividend.
     F. **PROXIES**. At all meetings of shareholders, a shareholder may vote byproxy executed in writing by the shareholder or by his or her duly authorizedattorney-in-fact. That proxy will be filed with the Secretary of theCorporation before or at the time of the meeting. No proxy will be valid aftereleven months from the date of its execution unless otherwise provided in theproxy and permitted by law.
     G. **ACTION BY CONSENT**. Any action required to be taken at a meeting of theshareholders may be taken without a meeting if a consent in writing, settingforth the action so taken, is signed by all of the shareholders entitled tovote on the subject matter of the action. The consent will have the effect ofa unanimous vote.
**ARTICLE II**
**SHARES CERTIFICATES**
     A. **CERTIFICATES**. Certificates of stock will be in a form approved by theBoard of Directors. The certificates will be signed by the Chairman or ViceChairman of the Board of Directors or the Chief Executive Officer, President ora Vice President and by the Secretary or an Assistant Secretary or theTreasurer or an Assistant Treasurer, and may be sealed by the corporate seal ora facsimile. Each certificate will be consecutively numbered and state uponits face the information required by law. The name and address of the personowning the shares, with the number of shares and the date of issue, will beentered on the Corporation’s books. The person or entity in whose name sharesappear on the record of shareholders of the Corporation will be the shareholderand will be deemed by the Corporation to be the owner of the shares for allpurposes whether or not the Corporation has other knowledge.
        Unless otherwise provided in the Articles of Incorporation, the Board ofDirectors may provide by resolution that some or all of any classes or seriesof its shares will be uncertificated shares, provided that the resolution willnot apply to shares represented by a certificate until that certificate issurrendered to the Corporation. Within a reasonable time after the issuance ortransfer of uncertificated shares, the Corporation will send to the registeredowner of the shares written notice containing the name of the person to whomthe shares are registered and the number, class and series which the sharesrepresent. Except as otherwise expressly provided by law, the rights andobligations of the holders of uncertificated shares and the rights andobligations of the holders of certificates representing shares of the sameclass and series will be identical.
     B. **ASSIGNMENT AND CANCELLATION**. All certificates of shares transferred byassignment will be surrendered to the Secretary for cancellation and newcertificates issued to the purchasers or assignees.
     C. **TRANSFER**. Shares of stock will be transferred only on the stocktransfer books of the Corporation. Share transfer and issuance will be done bythe Secretary in the manner provided by the Business Corporation Act and theUniform Commercial Code of New Mexico.
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**ARTICLE III**
**DIRECTORS**
     A. **NUMBER, TENURE, QUALIFICATIONS AND ELECTION**. The number of Directorsof the Corporation will be not fewer than one nor more than nine. EachDirector will be elected annually at the annual meeting of shareholders andwill serve until that Director’s successor has beenelected and qualified. Directors need not be residents of New Mexico norshareholders of the Corporation. The Board shall consist at all times of amajority of Directors who are independent of management in accordance with U.S.Securities and Exchange Commission rules (“Independent Directors”).
     B. **ANNUAL AND REGULAR MEETINGS**. An annual meeting of the Board ofDirectors will be held without other notice than this bylaw, immediately after,and at the same place as, the annual meeting of shareholders. The Board ofDirectors may provide, by resolution, the time and place, either within orwithout the State of New Mexico, for the holding of regular meetings withoutother notice than that resolution.
     C. **SPECIAL MEETINGS**. Special meetings of the Board of Directors may becalled by or at the request of the Chief Executive Officer or any one Director.The person or persons authorized to call special meetings of the Board ofDirectors may fix any place, either within or without the State of New Mexico,as the place for holding any special meeting of the Board of Directors.
     D. **NOTICE**. Notice of any special meeting will be given at least two daysbefore the meeting by written notice delivered personally or by mail orexpedited delivery service to each Director at his or her business address, orby telephone, telegram or similar data transmission system. Notice, if written,will be deemed to be delivered when deposited, postage prepaid, in the UnitedStates mail in a sealed envelope so addressed or when delivered, chargesprepaid, to an expedited delivery service. If notice is given by telegram orsimilar data transmission system, the notice will be deemed to be deliveredwhen the communication is delivered, charges prepaid, to the telegraph companyor to the data transmission company, as appropriate. If notice is given bytelephone or similar voice transmission system, the notice will be deemed givenif the call is monitored by one other Director. Any Director may waive noticeof any meeting. The attendance of a Director at any meeting will constitute awaiver of notice of the meeting, except where a Director attends a meeting forthe express purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened.
     E. **QUORUM**. A majority of the number of Directors constituting the Boardof Directors will constitute a quorum for the transaction of business. Aquorum once attained will continue notwithstanding the voluntary withdrawal ofenough Directors to leave less than a quorum. A majority of the memberspresent at a meeting where a quorum is present shall decide any questionbrought before the meeting unless a greater number is required by law or theArticles of Incorporation.
     F. **ACTION BY CONSENT**. Any action required to be taken at a meeting of theDirectors, or any other action which may be taken at a meeting of Directors,may be taken without a meeting if a consent in writing, setting forth theaction so taken, is signed by all of the Directors entitled to vote withrespect to the subject matter of the meeting. The consent will have the effectof a unanimous vote and will be equally valid as if the action were approved ata meeting.
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     G. **PARTICIPATION BY TELEPHONE**. Any one or more members of the Board ofDirectors may participate in a meeting of the Board of Directors by means of aconference telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time.Participation by this means will constitute presence in person at the meeting.
     H. **VACANCIES**. Any vacancy occurring in the Board of Directors, or in adirectorship to be filled by reason of any increase in the number of Directors,may be filled by a majority vote of the remaining Directors. A Directorelected to fill a vacancy will be elected for the unexpired term of theDirector’s predecessor in office.
     I. **COMPENSATION**. Directors as such will not receive any stated salariesfor their services, but by resolution of the Board of Directors, a fixed sumplus expenses of attendance, if any, maybe allowed for attendance at each regular or special meeting of the Boardof Directors or committees thereof. Nothing in this section will be construedto preclude any Director from serving the Corporation in any other capacity andreceiving compensation therefor.
     J. **REMOVAL**. At a meeting of shareholders called expressly for thatpurpose, any Director or the entire Board of Directors may be removed, with orwithout cause, by a vote of a majority of the shares then entitled to vote atan election of Directors.
     K. **COMMITTEES**. The Board of Directors by resolution adopted by majorityof the Board of Directors may designate from among its members an executivecommittee and one or more other committees, each of which, to the extentprovided in the resolution or in these Bylaws will have and may exercise allthe authority of the Board of Directors except that no committee (1) maydeclare dividends or authorize distributions, (2) approve or recommend tostockholders actions or proposals required by law to be approved bystockholders, (3) amend Bylaws, (4) approve a plan of merger not requiringstockholder approval, (5) authorize or approve the reacquisition of shares, and(6) authorize and approve the issuance or sale of, or any contract to sellshares or designate terms of, a series of a class of shares. The action of anycommittee appointed by the Board of Directors is subject to review and revisionby the Board of Directors. The Company shall have three standing committees:the Audit Committee, the Management Development and Compensation Committee, andthe Nominating and Corporate Governance Committee. Membership on each of thethree standing committees is limited to Independent Directors. Each standingcommittee shall operate under a written charter. Subject to compliance withapplicable U.S. Securities and Exchange Commission requirements, the Nominatingand Corporate Governance Committee shall nominate by June 1 of each year aproposed slate of Directors for the ensuing year, which shall be voted upon bythe Board of Directors by July 1 of such year, and shall be put forth to thestockholders for election via the ensuing proxy. If the Board shall fail toapprove the slate put forth by the Nominating and Corporate GovernanceCommittee, the Board of Directors shall stay in session until an alternateslate of Directors is agree upon.
     L. **MEETINGS OF INDEPENDENT DIRECTORS**. As often as requested by anyIndependent Director, the Independent Directors shall meet as a group outsideof the presence of any persons who are not Independent Directors.
     M. **CHAIRMAN OR CHAIRWOMAN**. The Board of Directors by resolution adoptedby a majority of the Board of Directors then present may designate from amongits members a Chairman or Chairwoman of the Board to preside over the meetingsof the Board of Directors. The Board of Directors by resolution adopted by amajority of the Board of Directors then present may designate from among itsmembers a Vice-Chairman or Vice-Chairwoman of the Board to preside overmeetings of the Board of Directors in the absence or inability to serve of theChairman of the Board.
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     N. **LEAD DIRECTOR**. The Board of Directors shall elect at each annualmeeting of Board of Directors a Lead Director. The Lead Director shall presideover the meetings of Independent Directors of the Corporation.
**ARTICLE IV**
**OFFICERS**
     A. **NUMBER**. The officers of the Corporation will consist of a ChiefExecutive Officer, a President, a Secretary, and such other officers as theBoard of Directors may deem necessary. The additional officers may beappointed or elected in accordance with the provisions of this Article. Anytwo or more offices may be held by the same person.
     B. **ELECTION AND TERM OF OFFICE**. The officers of the Corporation will beelected annually by the Board of Directors at the annual meeting of the Boardof Directors. Vacancies may be filled or new offices may be created and filledat any meeting of the Board of Directors. Each officer will hold office untilthe officer’s successor has been duly elected and qualified or until theofficer’s death or until the officer resigns or has been removed in the mannerprovided in this Article.
     C. **REMOVAL**. Any officer or agent elected or appointed by the Board ofDirectors may be removed by the Board of Directors whenever in its judgment thebest interests of the Corporation would be served by the officer or agent’sremoval, but that removal will be without prejudice to the contract right, ifany, of the person removed.
     D. **CHIEF EXECUTIVE OFFICER.**The Chief Executive Officer will be the chiefexecutive officer of the Corporation. The Chief Executive Officer, unless someother person is specifically authorized by vote of the Board of Directors, willbe authorized to sign all certificates of stock, bonds, deeds, mortgages,extension agreements, modification of mortgages, agreements, leases, andcontracts of the Corporation. The Chief Executive Officer will perform otherduties all duties commonly incident to the Chief Executive Officer’s office andwill perform any other duties and have such additional powers as the Board ofDirectors designations.
     E. **PRESIDENT**. The President will be chief operating officer of theCorporation. Except as specifically limited by vote of the Board of Directors,the President will perform the duties and have the powers of the ChiefExecutive Officer during the absence, disability or failure to act of the ChiefExecutive Officer. The President will perform all the duties commonly incidentto the President’s office and will perform any other duties the Board ofDirectors designates.
     F. **VICE PRESIDENT**. Except as specially limited by vote of the Board ofDirectors, any Vice President will perform the duties and have the powers ofthe President during the absence, disability or failure to act of thePresident. The Vice President will perform other duties and have other powersas the Board of Directors designates.
     G. **SECRETARY AND ASSISTANT SECRETARY**. The Secretary or the AssistantSecretary in the absence, disability or failure to act of the Secretary, willkeep accurate minutes of all meetings of the shareholders and the Board ofDirectors, and will perform all the duties commonly incident to that office,and will perform any other duties and have any other powers the Board ofDirectors designates. The Secretary will have the power, together with theChief Executive Officer, the President or a Vice President, to signcertificates of stock of the Corporation.
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     H. **TREASURER AND ASSISTANT TREASURER**. The Treasurer or the AssistantTreasurer in the absence, disability or failure to act of the Treasurer,subject to the order of the Board of Directors, will have the care and custodyof the money, funds, valuable papers, and documents of the Corporation and willhave and exercise, under the supervision of the Board of Directors, all thepowers and duties commonly incident to that office. The Treasurer will keepaccurate books of account of the Corporation’s transactions which will be theproperty of the Corporation, and will be subject at all times to the inspectionand control of the Board of Directors.
     I. **EXECUTIVE CHAIRMAN.**Created from time to time at the sole election ofthe Board of Directors, the Executive Chairman shall act as primary liaisonbetween the Board of Directors and the Chief Executive Officer and advisor tothe Chief Executive Officer. Except as specifically limited by vote of theBoard of Directors, the Executive Chairman will perform the duties and have thepowers of the Chief Executive Officer during the absence, disability or failureto act of the Chief Executive Officer.
     J. **SALARIES**. The salaries of the officers will be fixed from time to timeby the Board ofDirectors. No officer will be prevented from receiving a salary by reasonof the fact that the officer is also a Director of the Corporation.
**ARTICLE V**
**FUNDS AND BORROWING**
     The depository for Corporation funds, the persons entitled to draw againstthese funds, the persons entitled to borrow on behalf of the Corporation andthe manner of accomplishing these matters will be determined by the Board ofDirectors.
**ARTICLE VI**
**FISCAL YEAR**
     The fiscal year of the Corporation will be determined by the Board ofDirectors.
**ARTICLE VII**
**DIVIDENDS**
     A. **SOURCE AND FORM**. Dividends may be declared in the form of cash, in theCorporation’s authorized but unissued shares, or in the property of theCorporation. No dividends will be declared or paid on the stock of theCorporation if, were the dividends paid, either (1) the Corporation would beunable to pay its debts as they become due in the usual course of its business;or (2) the Corporation’s total assets would be less than the sum of its totalliabilities and the maximum amount that then would be payable, in anyliquidation, with respect to all outstanding shares having preferential rightsin liquidation.
     B. **DECLARATION**. The date for the declaration of dividends will be thedate of the meeting of the Board of Directors at which the dividends aredeclared. The Board of Directors in its discretion will declare what, if any,dividends will be issued upon the stock of the Corporation. Dividends may bedeclared at any meeting, regular or special, of the Board of Directors. TheBoard of Directors
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may fix in advance a record date for the determination ofthe shareholders entitled to a dividend distribution. The shareholders ofrecord as of the record date will be entitled to receive the dividends.
**ARTICLE VIII**
**INTERESTED PARTIES**
     No transaction of the Corporation will be affected because a shareholder,Director, officer, or employee of the Corporation is interested in thetransaction if (i) the material facts of the transaction and the Director’sinterest were disclosed or known to the Board of Directors or a committee ofthe Board of Directors and the Board of Directors or committee authorized,approved or ratified the transaction, (ii) the material facts of thetransaction and the interest of the Director were disclosed or known to theshareholders entitled to vote and they authorized, approved or ratified thetransaction, or (iii) the transaction was fair to the Corporation. Thoseinterested parties will be counted for quorum purposes and may vote when theCorporation considers the transaction provided that a majority of the Board ofDirectors who have no direct or indirect interest in the transaction isrequired to approve the transaction or, if appropriate, a majority of thoseshares entitled to vote on a transaction. Those interested parties will not beliable to the Corporation for the parties’ profits or the Corporation’s losses,from the transaction.
**ARTICLE IX**
**WAIVER OF NOTICE**
     Whenever any notice is required to be given under the provisions of theseBylaws or under the provisions of the law under which this Corporation isorganized, a waiver of notice in writing, signed by the person or personsentitled to that notice, will be deemed equivalent to the giving of the notice.
**ARTICLE X**
**AMENDMENTS**
     These Bylaws may be altered, amended or repealed and new Bylaws may beadopted, at any annual meeting or regular meeting of the Board of Directors ofthe Corporation or at any special meeting when the proposal to amend theseBylaws has been stated in the notice of the special meeting by a majority voteof the Directors represented at the meeting.
**ARTICLE XI**
**INDEMNIFICATION**
     The Corporation shall indemnify persons to the full extent permitted inthe New Mexico Business Corporation Act, as amended from time to time.
     **ADOPTED by unanimous approval of the Board of Directors on November 13,2003.**                                                        /s/ Bruce E. Castle   Bruce E. Castle, Secretary      
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